EXHIBIT 10.1

                                ESCROW AGREEMENT

     THIS  ESCROW  AGREEMENT,  dated  as  of  ___________,  2004  (this  "Escrow
Agreement"),  is by and  between  Del Mar  Income  Partners,  Ltd.,  a  Maryland
corporation  ("Issuer"),  and American  National  Bank, as Escrow Agent ("Escrow
Agent"). For purposes of this Escrow Agreement,  each of Issuer and Escrow Agent
is  individually  referred  to as a "Party",  and  Issuer  and Escrow  Agent are
referred to collectively as the "Parties".

                                   BACKGROUND

     A. Certain  persons will purchase shares (the "Shares") of the common stock
of Issuer pursuant to a subscription agreement, the form of which is attached as
Exhibit A to this Escrow Agreement (the "Subscription Agreement").

     B. In accordance with the Subscription  Agreement,  the Subscribers will be
required to submit full payment for their investment at the time they return the
executed Subscription Agreement to Issuer.

     C. All payments for  subscriptions  for Shares and Subscription  Agreements
received  and  approved  by  Issuer  ("Subscription  Funds")  shall be  promptly
forwarded  to Escrow  Agent and  Escrow  Agent has  agreed to  accept,  hold and
disburse such  Subscription  Funds  deposited with it thereon in accordance with
the terms of this Escrow Agreement.

     D. In order to establish the escrow of funds and to effect the consummation
of the  transactions  contemplated by the  Subscription  Agreement,  the parties
hereto have entered into this Escrow Agreement.

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the Parties, for themselves, their
successors and assigns, hereby agree as follows:

     1. Definitions:  The following terms shall have the following meanings when
used herein:

     "Cash  Investment"  shall  mean the  number of Shares  subscribed  for by a
Subscriber  multiplied by US $7.25 per Share,  as set forth in the  Subscription
Agreement.

     "Escrow  Funds" shall mean the  Subscription  Funds  deposited  with Escrow
Agent pursuant to this Escrow Agreement.

     "Minimum  Offering"  shall  mean the sale of at least  740,000  Shares  for
$1,522,500.

     "Offering  Notice"  shall  mean a written  notification,  signed by Issuer,
which shall specify that: (a)  subscriptions  for the Minimum Offering have been
received;  and (b)  such  subscriptions  have not been  withdrawn,  rejected  or
otherwise terminated.

     "Offering  Period" shall mean a period of 90 days, which may be extended at
the discretion of Issuer for an additional 90 days.

     "Subscribers"  shall be those  persons who purchase the Shares  pursuant to
the Subscription Agreement.


<PAGE>
     "Subscription Accounting" shall mean an accounting of all subscriptions for
Shares  received  and  accepted  by  Issuer  as of the date of such  accounting,
indicating for each  subscription  the Subscriber's  name,  address and taxpayer
identification number, the number and total purchase price of subscribed Shares,
any withdrawal of such  subscription by the Subscribers,  any rejections of such
subscription by the Issuer, or other  termination,  for whatever reason, of such
subscription.

     2.  Appointment of and Acceptance by Escrow Agent.  Issuer hereby  appoints
Escrow Agent to serve as escrow agent hereunder, and Escrow Agent hereby accepts
such appointment in accordance with the terms of this Escrow Agreement.

     3.  Deposits  into  Escrow.  Issuer  shall  forward  to  Escrow  Agent  the
Subscription  Funds  received by Issuer for deposit  into the  following  escrow
account:

                  Del Mar Income Partners, Ltd.
                  c/o American National Bank
                  Denver, CO
                  Attn:  ___________

         ALL FUNDS SO DEPOSITED SHALL REMAIN THE PROPERTY OF THE SUBSCRIBERS
         ACCORDING TO THEIR RESPECTIVE INTEREST AND SHALL NOT BE SUBJECT TO ANY
         LIEN OR CHARGE BY ESCROW AGENT OR BY JUDGMENT OR CREDITORS' CLAIMS
         AGAINST ISSUER UNTIL RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 4(a)
         HEREOF.

     Upon  receipt of any  Subscription  Funds which are not equal to the proper
Cash Investment for such  subscription or if a notice of insufficient  funds has
been received by Escrow Agent for such  Subscription  Funds,  Escrow Agent shall
promptly  notify  Issuer of such fact.  If such fact has not been remedied on or
before expiration of the Offering Period or if Issuer notifies Escrow Agent that
such fact will not be  remedied  prior to  expiration  of the  Offering  Period,
Escrow Agent shall  within  three (3) business  days after such date and without
any further instruction or direction from Issuer,  return to the Subscriber,  by
bank check and first class mail,  that  portion of the Escrow Funds equal to the
amount of the Subscription Funds paid by the Subscriber, without any interest.

     4. Disbursements of Escrow Funds.

     a.  Completion  of Offering.  Escrow Agent shall pay to Issuer the value of
the Escrow  Funds,  by wire  transfer  and deliver to Issuer all  documents  and
instruments  no later  than three (3)  business  days  following  receipt of the
following documents:

          (1) The Offering Notice;

          (2) Subscription  Accounting,  substantiating  the sale of the Minimum
     Offering; and

          (3) Subscription Agreements signed by all Subscribers.



<PAGE>
     Notwithstanding  the  foregoing,  Escrow  Agent shall not be  obligated  to
disburse the Escrow Funds to Issuer if Escrow Agent reasonably believes that (i)
Subscription  Funds in full payment equal to the Cash Investment for that number
of Shares equal to or greater than the Minimum  Offering have not been received,
deposited with and collected by Escrow Agent,  subject to the right of Issuer to
consummate  the  sale  of  some,  but  not  all,  of the  Shares,  or  (ii)  the
Subscription Funds are not cleared.

     b.  Termination of the Offering.  Notwithstanding  anything to the contrary
contained herein, if Escrow Agent (i) has not received the Offering Notice on or
before  expiration of the Offering Period,  or (ii) receives written notice from
Issuer prior to expiration of the Offering  Period that there will be no closing
of the sale of Shares to  Subscribers,  Escrow  Agent  shall,  within  three (3)
business days after such date and without any further  instruction  or direction
from Issuer,  return to the Subscribers,  by bank check and by first class mail,
that portion of the Escrow Funds equal to the amount of the  Subscription  Funds
paid by the  Subscribers,  without any  interest and without any  deduction  for
expenses.

     c.  Rejection or  Withdrawal of any  Subscription.  No later than three (3)
business days after  receipt by Escrow Agent of written  notice from Issuer that
Issuer has  rejected  or  permitted a  withdrawal  of a  Subscription  for which
Subscription  Funds have already been placed in escrow by Escrow  Agent,  Escrow
Agent shall pay to the Subscribers,  by bank check and by first class mail, that
portion of the Escrow Funds equal to the amount of the  Subscription  Funds paid
by the Subscribers, without any interest.

     5. Suspension of Performance or Disbursement  into Court.  If, at any time,
there shall exist any dispute  between  Issuer,  Subscribers  or any other third
party with  respect to the holding or  disposition  of any portion of the Escrow
Funds or any other  obligations  of Escrow  Agent  hereunder,  or if at any time
Escrow Agent is unable to determine, to Escrow Agent's reasonable  satisfaction,
the proper  disposition  of any  portion of the Escrow  Funds or Escrow  Agent's
proper actions with respect to its obligations hereunder,  or if Subscribers and
Issuer have not within  thirty (30) days of the  furnishing by Escrow Agent of a
notice of resignation  pursuant to Section 6 hereof appointed a successor Escrow
Agent to act  hereunder,  then Escrow Agent may, in its  reasonable  discretion,
take either or both of the following actions:

     a.  Suspend the  performance  of any of its  obligations  under this Escrow
Agreement until such dispute or uncertainty  shall be resolved to the reasonable
satisfaction  of Escrow Agent or until a successor  Escrow Agent shall have been
appointed (as the case may be); and/or

     b. Petition (by means of an  interpleader  action or any other  appropriate
method) any court of competent jurisdiction in Denver, Colorado for instructions
with  respect to such  dispute or  uncertainty,  and pay to such court all funds
held by it for holding and  disposition in accordance  with the  instructions of
such court.

     Escrow Agent shall have no liability  to Issuer,  Subscribers  or any other
person with respect to any such suspension of performance or  disbursement  into
court, specifically including any liability or claimed liability that may arise,
or be  alleged  to  have  arisen,  out of or as a  result  of any  delay  in the
disbursement  of funds held in the escrow or any delay in or with respect to any
action required or requested of Escrow Agent.

     6.  Resignation  and Removal of Escrow Agent.  Escrow Agent may resign from
the  performance  of its duties  hereunder  at any time by giving ten (10) days'
prior  written  notice to Issuer or may be  removed,  with or  without  cause by
Issuer, in writing,  at any time by giving prior written notice to Escrow Agent.
Such  resignation  or  removal  shall  take  effect  upon the  appointment  of a
successor  Escrow  Agent as  provided  herein  below.  Upon any such  notice  of
resignation or removal, Issuer shall appoint a successor Escrow Agent hereunder.
Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a
successor Escrow Agent,  such successor Escrow Agent shall thereupon  succeed to
and become  vested with all the  rights,  powers,  privileges  and duties of the
retiring  Escrow Agent,  and the retiring  Escrow Agent shall be discharged from
its  duties  and  obligations  under  this  Escrow  Agreement,  but shall not be
discharged  from any liability for actions taken as escrow agent hereunder prior
to such  succession.  After any retiring Escrow Agent's  resignation or removal,
the  provisions  of this Escrow  Agreement  shall inure to its benefit as to any
actions taken or omitted to be taken by it while it served as Escrow Agent under
this Escrow Agreement.



<PAGE>
     7. Liability of Escrow Agent.

     a. Escrow Agent shall have no liability or  obligation  with respect to the
Escrow  Funds  except  for  Escrow  Agent's  negligence.   Escrow  Agent's  sole
responsibility shall be for the safekeeping and disbursement of the Escrow Funds
in accordance with the terms of this Escrow  Agreement.  Escrow Agent shall have
no implied  duties or  obligations  and shall not be charged  with  knowledge or
notice of any fact or circumstance  not  specifically  set forth herein.  Escrow
Agent may rely upon any  instrument,  whether  bearing  original,  conformed  or
facsimile  signatures,   not  only  as  to  its  due  execution,   validity  and
effectiveness,  but  also  as to the  truth  and  accuracy  of  any  information
contained  therein which Escrow Agent shall in good faith believe to be genuine,
to have been signed or presented by the person or parties purporting to sign the
same and to conform to the  provisions  of this Escrow  Agreement.  Escrow Agent
shall not be obligated to take any legal  action or commence any  proceeding  in
connection  with the Escrow  Funds or any account in which the Escrow  Funds are
deposited  or this Escrow  Agreement,  or to appear in,  prosecute or defend any
such  legal  action  or  proceeding.  Without  limiting  the  generality  of the
foregoing,  Escrow Agent shall not be responsible for or required to enforce any
of the terms or conditions of any subscription agreement with Subscribers or any
other  agreement  between Issuer and/or  Subscribers.  Escrow Agent shall not be
responsible  or  liable  in any  manner  for the  performance  by  Issuer or any
Subscribers of their respective obligations under any subscription agreement nor
shall  Escrow  Agent be  responsible  or liable in any manner for the failure of
Issuer or any third party (including Subscribers) to honor any of the provisions
of this Escrow Agreement.  Upon prior notice to Issuer, Escrow Agent may consult
legal  counsel  selected by it in the event of any dispute or question as to the
construction of any of the provisions hereof or of any other agreement or of its
duties  hereunder.  Issuer shall promptly pay, upon demand,  the reasonable fees
and expenses of any such counsel.

     b. Escrow Agent is authorized, in its reasonable discretion, to comply with
orders issued or process  entered by any court with respect to the Escrow Funds,
without  determination  by  Escrow  Agent of such  court's  jurisdiction  in the
matter. If any portion of the Escrow Funds is at any time attached, garnished or
levied upon under any court order, or in case the payment, assignment, transfer,
conveyance or delivery of any such  property  shall be stayed or enjoined by any
court order,  or in case any order,  judgment or decree shall be made or entered
by any court  affecting such property or any part thereof,  then and in any such
event, Escrow Agent is authorized,  upon prior written notice to Issuer, to rely
upon and  comply  with any such  order,  writ,  judgment  or decree  which it is
advised by legal counsel selected by it that is binding upon it without the need
for appeal or other  action;  and if Escrow Agent  complies with any such order,
writ, judgment or decree, it shall not be liable to any of the parties hereto or
to any other  person or entity by reason of such  compliance  even  though  such
order,  writ,  judgment  or  decree  may  be  subsequently  reversed,  modified,
annulled, set aside or vacated.

     8. Indemnification of Escrow Agent. From and at all times after the date of
this Escrow Agreement,  Issuer shall, except as otherwise  hereinafter provided,
to the fullest extent permitted by law, indemnify and hold harmless Escrow Agent
and each partner,  employee,  agent and affiliate of Escrow Agent (collectively,
the "Indemnified  Parties") against any and all actions,  claims (whether or not
valid), losses, damages,  liabilities,  costs and expenses of any kind or nature
whatsoever  (including without limitation  reasonable attorneys' fees, costs and
expenses)  incurred by or asserted  against any of the Indemnified  Parties from
and after the date  hereof,  whether  direct,  indirect or  consequential,  as a
result of,  arising  from or in any way  relating  to any claim,  demand,  suit,
action or proceeding  (including  any inquiry or  investigation)  by any person,
including  without  limitation  Issuer or  Subscribers,  whether  threatened  or
initiated,  asserting  a claim for any legal or  equitable  remedy  against  any
person  under any  statute or  regulation,  including,  but not  limited to, any
federal or state  securities laws, or under any common law or equitable cause or
otherwise,  arising from or in  connection  with the  negotiation,  preparation,
execution, performance or failure of performance of this Escrow Agreement or any
transactions contemplated herein, whether or not any such Indemnified Party is a
party to any such action, proceeding,  suit or the target of any such inquiry or
investigation; provided, however, that no Indemnified Party shall have the right
to be indemnified  hereunder for any liability that resulted from the negligence
of such  Indemnified  Party.  If any such  action or claim  shall be  brought or
asserted against any Indemnified  Party,  such Indemnified  Party shall promptly
notify  Issuer  in  writing  and  Issuer  shall  promptly  assume  and  enter an
appropriate  defense for such  Indemnified  Party,  including the  employment of
counsel and the payment of all expenses.  The  obligations  of Issuer under this
Section  8 shall  survive  any  termination  of this  Escrow  Agreement  and the
resignation or removal of Escrow Agent.



<PAGE>
     9. Compensation to Escrow Agent.

     a. Fees.  Issuer  shall pay to Escrow Agent the fees set forth in Exhibit B
for the services provided under this Agreement.

     b.  Disbursements  from Escrow Funds to Pay Escrow Agent or Other  Parties.
Escrow  Agent is not  authorized  to disburse to itself or any other person from
the Escrow  Funds (i) any amounts  due to Escrow  Agent or any other party under
this  Section 9, or (ii) any amount  Escrow  Agent or any  Indemnified  Party is
entitled to seek pursuant to Section 8 hereof.

     10. Representations and Warranties.

     a. Issuer makes the  following  representations  and  warranties  to Escrow
Agent.

          (1) Issuer is a corporation  duly formed and validly  subsisting under
     the laws of  Maryland,  and has full power and  authority  to  execute  and
     deliver this Escrow Agreement and to perform its obligations hereunder.

          (2) This Escrow  Agreement  has been duly  approved  by all  necessary
     corporate action of Issuer,  has been executed by duly authorized  officers
     of  Issuer,  and  constitutes  a valid and  binding  agreement  of  Issuer,
     enforceable in accordance with its terms,  except as enforceability  may be
     limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or
     transfer,  moratorium, or other laws affecting creditors' rights generally,
     or  equitable   principles   affecting  the   enforceability   or  remedies
     (regardless of whether the  enforceability is considered in a proceeding at
     law or in equity).

          (3) The execution,  delivery, and performance by Issuer of this Escrow
     Agreement  will not violate,  conflict  with,  or cause a default under the
     Certificate Of  Incorporation  and Bylaws of Issuer,  any applicable law or
     regulation,  any court  order or  administrative  ruling or decree to which
     Issuer is a party or any of its  property  is  subject,  or any  agreement,
     contract, indenture or other binding arrangement to which Issuer is a party
     or any of its property is subject.

          (4) No  party  other  than  the  Parties  hereto  and the  prospective
     Subscribers  have, or shall have, any lien,  claim or security  interest in
     the Escrow  Funds or any part  thereof.  No financing  statement  under the
     Uniform Commercial Code is on file in any jurisdiction  claiming a security
     interest in or describing  (whether  specifically  or generally) the Escrow
     Funds or any part thereof.

          (5) Issuer hereby  acknowledges that the status of the Escrow Agent is
     that of agent only for the limited  purposes set forth  herein,  and hereby
     represents and covenants  that no  representation  or implication  shall be
     made that Escrow Agent has investigated the desirability of advisability or
     investment  in the  Shares or has  approved,  endorsed  or passed  upon the
     merits of the  investment  herein and that the name of Escrow Agent has not
     and shall not be used in any manner in connection with the offer or sale of
     the Shares  other than to state  that  Escrow  Agent has agreed to serve as
     escrow agent for the limited purposes set forth herein.


<PAGE>
          (6) All of the  representations  and  warranties  of Issuer  contained
     herein  are true and  complete  as of the date  hereof and will be true and
     complete  at the time of any  deposits to or  disbursement  from the Escrow
     Funds.

     11.  Notice.  All notices and other  communications  hereunder  shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mail, by certified  mail with return
receipt requested and postage prepaid,  when delivered  personally,  one (1) day
after  delivery to any  overnight  courier,  or when  transmitted  by  facsimile
transmission facilities, and addressed to the Party to be noticed as follows:

         If to Issuer at:           Del Mar Partners, Ltd.
                                    222 Milwaukee Street, Ste. 304
                                    Denver, CO  80206
                                    Facsimile:  (303) 329-0303
                                    Attn:  Stephen D. Replin, President

         With a copy to:            Patton Boggs LLP
                                    1660 Lincoln Street
                                    Suite 1900
                                    Denver, CO  80264
                                    Facsimile:  (303) 894-9239
                                    Attn:  Robert M. Bearman, Esq.

         If to Escrow Agent:        American National Bank

or to such other address as each Party may designate for itself by like notice.

     12.  Amendments or Waiver.  This Escrow  Agreement may be charged,  waived,
discharged or terminated only by a writing signed by Issuer and Escrow Agent. No
delay or  omission by any party in  exercising  any right with  respect  thereto
shall operate as a waiver.  A waiver on any one occasion  shall not be construed
as a bar to, or waiver of, any right or remedy on any future occasion.

     13.  Severability.  To the extent any provision of this Escrow Agreement is
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Escrow Agreement.

     14. Governing Law. This Escrow Agreement and any disputes arising hereunder
shall be construed and  interpreted in accordance  with the internal laws of the
State of Colorado  without  giving effect to the  principles or rules  governing
conflict of laws.

     15.  Entire  Agreement.   This  Escrow  Agreement  constitutes  the  entire
agreement between the parties relating to the acceptance,  collection,  holding,
investment and disbursement of the Escrow Funds and sets forth in their entirety
the obligations and duties of Escrow Agent with respect to the Escrow Funds.



<PAGE>
     16. Binding Effects. All of the terms of this Escrow Agreement,  as amended
from  time to time,  shall be  binding  upon,  inure  to the  benefit  of and be
enforceable by the respective successors and assigns of Issuer,  Subscribers and
Escrow Agent.

     17. Execution in Counterparts. This Escrow Agreement may be executed in two
or more  counterparts,  which when so executed shall constitute one and the same
agreement.

     18. Termination. Upon the first to occur of the disbursement of all amounts
in the Escrow  Funds to the Issuer or into court  pursuant  to Section 5 hereof,
this Escrow  Agreement  shall  terminate  and Escrow Agent shall have no further
obligation or liability  whatsoever with respect to this Escrow Agreement or the
Escrow Funds.

     19.  Dealings.  This Escrow  Agreement is not intended to prohibit,  to the
extent not otherwise  prohibited  by any  applicable  law,  regulation or order,
Escrow Agent or any stockholder,  director,  officer or employee of Escrow Agent
from  buying,  selling  or dealing  in any of the  securities  of Issuer or from
becoming  pecuniarily  interested  in any  transaction  in which  Issuer  may be
interested,  or  contracting  or lending money to Issuer or otherwise  acting as
fully and  freely  as though it were not  Escrow  Agent  under  this  Agreement.
Nothing herein shall preclude Escrow Agent from acting in any other capacity for
the  Subscribers or any other capacity for the Subscribers or an other person or
entity.

     20.  Signatures by Facsimile.  Any facsimile  signature of any party hereto
shall constitute a legal, valid and binding execution hereof by such Party.

     IN WITNESS  WHEREOF,  the Parties  have caused this Escrow  Agreement to be
executed under seal as of the date first above written.

ISSUER:                    Del Mar Income Partners, Ltd.

                           By:
                              -----------------------------------
                           Name:   Stephen D. Replin
                           Title:  Chief Executive Officer

ESCROW AGENT:              American National Bank

                           By:
                              -----------------------------------
                           Name:
                           Title:





<PAGE>

                                                                       Exhibit A
                                                                       ---------


                             SUBSCRIPTION AGREEMENT




Del Mar Income Partners, Ltd.
222 Milwaukee Street, Ste. 304
Denver, CO  80206

Gentlemen and Ladies:

     The  undersigned  desires to invest in Del Mar Income  Partners,  Ltd. (the
"Company") on the terms and conditions described in this subscription  agreement
(the   "Subscription    Agreement")   and   the   Company's   Prospectus   dated
_______________.  The undersigned acknowledges that the undersigned has received
the Prospectus.

1. Subscription

     The undersigned  hereby offers to purchase,  in the aggregate dollar amount
set forth later in this Subscription Agreement, shares of Common Stock, at $7.25
per share,  that are offered by the Company pursuant to the Prospectus.  A check
in that amount payable to "Del Mar Income Partners, Ltd. Escrow" is enclosed.

2. Miscellaneous

     (a) This subscription shall be irrevocable,  and may not be assigned by the
undersigned.  Subject to the foregoing,  this  Subscription  Agreement  shall be
binding upon and inure to the benefit of the heirs,  executors,  administrators,
legal representatives, successors and assigns of the undersigned.

     (b)  This  Subscription   Agreement  will  be  construed  and  enforced  in
accordance  with and governed by the laws of the State of  Colorado,  except for
matters arising under the Securities Act of 1933, as amended,  without reference
to principles of conflicts of law.

     (c) It is  understood  that a social  security  number  must be provided to
avoid backup withholding.  Under the provisions of Section  3406(a)(1)(c) of the
Internal  Revenue  Code,  payers are  required to withhold  20% from all taxable
interest, dividend and certain other payments on accounts which do not reflect a
certified social security number or tax identification  number. This referred to
as  "backup  withholding."  "Backup  withholding"  is not an  additional  tax or
penalty.  Any  amount  withheld  from an  account  may be used as a credit  from
federal income tax.

     With such full  understandings and  acknowledgements,  the undersigned does
hereby affirm the  undersigned's  subscription  to the purchase of the shares of
common stock being  offered by the Company as described  in the  Prospectus  and
this  Subscription  Agreement.  The  undersigned  does further  acknowledge  the
undersigned's   understandings   of  all  the  terms  and   provisions  of  this
Subscription Agreement and agrees to be bound by all of the terms and conditions
of this Subscription Agreement.

Please complete the following:



<PAGE>


Date:                                     Dollar Amount Invested:   $
         ------------------------                                    -----------


----------------------------------------
Exact Name in Which Title is to be Held


----------------------------------------      ----------------------------------
Signature                                     Signature of Co-Owner


----------------------------------------      ----------------------------------
Print Name                                    Print Name of Co-Owner


----------------------------------------      ----------------------------------
Social Security Number                        Social Security Number
or Taxpayer I.D. Number                       or Taxpayer I.D. Number


--------------------------------------------------------------------------------
Address

--------------------------------------------------------------------------------
City, State, Postal or Zip Code, Country

* If the Common Stock is to be held in joint tenancy or as tenants in common,
both persons must sign above and please indicate the manner in which the Common
Stock is to be held:

             _____    Tenants in Common         _____    Joint Tenants

The undersigned, under the penalties of perjury, certifies that the information
provided above is true, correct and complete, that he/she is not subject to
back-up withholding under the provisions of Section 3406(a)(1)(C) of the
Internal Revenue Code:


-------------------------------                ---------------------------------
Date                                           Signature of Co-Owner

This subscription is accepted by Del Mar Income Partners, Ltd. on this _____ day
of __________, _________.

                             DEL MAR INCOME PARTNERS, LTD.


                             By:
                                  --------------------------------
                                  Signature


                                  --------------------------------
                                  Printed Name and Title




<PAGE>



                                                                       Exhibit B
                                                                       ---------



                                SCHEDULE OF FEES



















<PAGE>